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fairness and appraisal of the proposed transaction. Norwest's
board of directors, on the same day, authorized using up to 10
million shares of Norwest common stock to effect a transaction
with DBTC.
DBTC retained J.P. Morgan & Co., Inc., as its financial
adviser for any transaction with Norwest and to render an opinion
as to the fairness of the consideration that DBTC's shareholders
might receive in the transaction. DBTC retained KPMG Peat
Marwick to render opinions primarily on whether the proposed
transaction would be a reorganization for Federal income tax
purposes, and whether the proposed transaction would qualify for
a desired method of accounting.
On July 22, 1991, DBTC's board met to consider a transaction
(transaction) whereby DBTC and BBNA would be consolidated to form
a national bank (New Davenport) which would be wholly owned by
Norwest. At the meeting, the special committee recommended that
the transaction be approved, and J.P. Morgan opined that the
transaction was fair to DBTC's shareholders from a financial
point of view. DBTC's board approved the transaction. On the
same day, BBNA's board approved the transaction.
Four other events also occurred on July 22, 1991, with
respect to the transaction. First, Norwest, BBNA, and DBTC
entered into an agreement (agreement) whereby they agreed to the
transaction subject to regulatory approval, approval of DBTC's
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